Terms

Value Added Reseller Agreement

The Ooma, Inc. (“Ooma” or “Company” or “we”) Value Added Reseller Program (the “reseller program”) is a special incentive program that provides additional benefits for Ooma’s qualifying value added reseller partners. These Value Added Reseller Program Terms (the “Value Added Reseller Agreement”) are a contract between Ooma and you (the “Value Added Reseller” or “you”), and it governs the terms and conditions of your participation in the Value Added Reseller Program.

BY SIGNING UP AS A VALUE ADDED RESELLER YOU ARE AGREEING TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITION, YOU ARE NOT PERMITTED TO PARTICIPATE IN THE VALUE ADDED RESELLER PROGRAM.

Commissions

Subject to the terms and conditions of the Ooma Office Tier 1 VAR Agreement, Ooma will pay One-Time and Residual Commissions to VARs. VARs shall not share or provide any portions of any such commissions with any End User.

One-Time Commission: VAR will be entitled to a one-time commission payment for each New Subscriber added during each Service Quarter in amounts determined and outlined in Section 6 of the Ooma Office Tier 1 VAR Agreement. Please refer to that document for precise conditions.

Residual Commission: VAR will be entitled to residual commission payment equal to 5% of the Quarterly Service Revenue received by Ooma from each of VAR’s New Subscribers, beginning once the New Subscriber has had an active service subscription for at least three (3) full calendar months and ending after ten (10) years of such New Subscriber’s continuous active service with Ooma. Further details are outlined in Section 6 of the Ooma Office Tier 1 VAR Agreement. Please refer to that document for precise conditions.

Commission Payments: All commissions will be paid via ACH (for resellers located in the United States) or wire transfer (for resellers located outside the United States). If any excess payment has been made to VAR for any reason whatsoever, Ooma reserves the right to adjust or offset the same against any subsequent commissions payable to VAR under this Agreement.

Term and Termination

Either party has the right to terminate the agreement immediately with our prior notice. Term and Termination for Convenience, Termination for Cause, Termination for Insolvency or Bankruptcy, Effect of Termination, and Post-Termination Liability policies and protocol are detailed at length in Section 7 of the Ooma Office Tier 1 VAR Agreement. Please refer to that document for precise conditions.

Arbitration

Any dispute relating in any way to this Agreement will be resolved by binding arbitration, rather than in court, except that VAR may assert claims in small claims court if the nature of the claims so qualify.

The Federal Arbitration Act and federal arbitration law and the laws of the state of California, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between VARs and Ooma.

For precise conditions, please refer to Section 15 of the Ooma Office Tier 1 VAR Agreement.

Modification

Ooma may modify any of the terms and conditions within this Value Added Reseller Agreement at any time and at our sole discretion. These modifications may include, but not limited to changes in the scope of available commissions, commission schedules, payment procedures, and Value Added Reseller Program rules.